| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HELICOS BIOSCIENCES CORP [ HLCS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/30/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/30/2007 | C | 1,162,836(1) | A | $0(2) | 1,162,836 | I | See Footnote(1) | ||
| Common Stock | 05/30/2007 | C | 1,491,600(3) | A | $0(2) | 2,654,436 | I | See Footnote(4) | ||
| Common Stock | 05/30/2007 | P | 333,333(5) | A | $9 | 2,987,769 | I | See Footnote(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Redeemable Convertible Preferred Stock | (2) | 05/30/2007 | C | 5,232,778 | (7) | (7) | Common Stock | 1,162,836(1) | (2) | 0 | I | See Footnote(8) | |||
| Series B Redeemable Convertible Preferred Stock | (2) | 05/30/2007 | C | 6,712,209 | (7) | (7) | Common Stock | 1,491,600(3) | (2) | 0 | I | See Footnote(8) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares are held as follows: 65,084 shares by MPM BioVentures III, L.P., ("BV III"), 967,974 shares by MPM BioVentures III-QP, L.P. ("BV III QP"), 81,805 shares held by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"), 29,232 shares by MPM BioVentures III Parallel Fund, L.P. ("BV III PF") and 18,741 shares held by MPM Asset Management Investors 2003 BVIII LLC ("AM BV III"). MPM BioVentures III GP, L.P. ("BV III GP") and MPM BioVentures III LLC ("BV III LLC") are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV KG. Luke Evnin, Ansbert Gadicke, Michael Steinmetz, Nicholas Galakatos, Dennis Henner, Nicholas Simon, III and Kurt Wheeler are members of BV III LLC and AM BV III. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein. |
| 2. Each share of preferred stock automatically converted on a 1 for 4.5 basis into shares of Common Stock upon the closing of the Issuer's initial public offering. |
| 3. The shares are held as follows: 83,484 by BV III, 1,241,643 by BV III QP, 104,934 by BV KG, 37,499 by BV III PF and 24,040 by AM BV III. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein. |
| 4. The shares are held as follows: 148,568 by BV III, 2,209,617 by BV III QP, 186,739 by BV KG, 66,731 by BV III PF and 42,781 by AM BV III. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein. |
| 5. The shares were purchased as follows: 18,657 by BV III, 277,474 by BV III QP, 23,450 by BV KG, 8,380 by BV III PF and 5,372 by AM BV III. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein. |
| 6. The shares are held as follows: 167,225 by BV III, 2,487,091 by BV III QP, 210,189 by BV KG, 75,111 by BV III PF and 48,153 by AM BV III. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein. |
| 7. These secutiries are preferred stock of the Issuer and do not have an expiration date. These securities automatically converted into shares of common stock upon the closing of the Issuer's initial public offering. |
| 8. No securities owned. |
| Remarks: |
| See Form 4 for MPM BioVentures III-QP, L.P. for additional members of the joint filing. |
| /s/ Luke Evnin | 05/31/2007 | |
| /s/ Ansbert Gadicke | 05/31/2007 | |
| /s/ Michael Steinmetz | 05/31/2007 | |
| /s/ Nicholas J. Simon, III | 05/31/2007 | |
| /s/ Nicholas Galakatos | 05/31/2007 | |
| /s/ Dennis Henner | 05/31/2007 | |
| /s/ Kurt Wheeler | 05/31/2007 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||